UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
|
||
Under the Securities Exchange Act of 1934
|
||
(Amendment No. 1)*
|
Immunovant, Inc.
|
||
(Name of Issuer)
|
Common Stock, $0.0001 par value
|
||
(Title of Class of Securities)
|
45258J102
|
||
(CUSIP Number)
|
December 31, 2019
|
||
(Date of Event which Requires Filing of this Statement)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare Master Fund, LP
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Cayman Islands
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
215,892 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
215,892 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
215,892 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
0.38%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare GP, LLC
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
215,892 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
215,892 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
215,892 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
0.38%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund II, LP
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
841,968 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
841,968 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
841,968 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.49%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP II, LLC
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
841,968 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
841,968 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
841,968 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.49%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Asset Management, LP
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
1,080,000 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
1,080,000 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,080,000 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.91%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Bihua Chen
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [x]
|
||
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
United States
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
1,080,000 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
1,080,000 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,080,000 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.91%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
IN (Individual)
|
(a)
|
Name of Issuer
|
Immunovant, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
320 West 37th Street, New York, NY 10018
|
(a)
|
Name of Person Filing
|
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund II, LP Cormorant Private Healthcare GP II, LLC
Cormorant Asset Management, LP
Bihua Chen |
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
200 Clarendon Street, 52nd Floor
Boston, MA 02116
|
|
(c)
|
Citizenship
|
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware Cormorant Private Healthcare GP II, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States |
|
(d)
|
Title of Class of Securities
|
Common Stock
|
|
(e)
|
CUSIP Number
|
45258J102
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
[ ]
|
Insurance Company as defined in Section 3(a)(19) of the Act
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
[ ]
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
(h)
|
[ ]
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
|
(j)
|
[ ]
|
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
|
(k)
|
[ ]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership***
|
(a)
|
Amount Beneficially Owned***
|
Cormorant Global Healthcare Master Fund, LP – 215,892 shares
Cormorant Global Healthcare GP, LLC – 215,892 shares Cormorant Private Healthcare Fund II, LP – 841,968 shares Cormorant Private Healthcare GP II, LLC – 841,968 shares
Cormorant Asset Management, LP – 1,080,000 shares
Bihua Chen – 1,080,000 shares
|
|
(b)
|
Percent of Class
|
Cormorant Global Healthcare Master Fund, LP – 0.38%
Cormorant Global Healthcare GP, LLC – 0.38% ormorant Private Healthcare Fund II, LP – 1.49%
Cormorant Private Healthcare GP II, LLC – 1.49%
Cormorant Asset Management, LP – 1.91%
Bihua Chen – 1.91% |
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote
|
|
Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
|
||
(ii)
|
shared power to vote or to direct the vote
|
|
Cormorant Global Healthcare Master Fund, LP – 215,892 shares
Cormorant Global Healthcare GP, LLC – 215,892 shares Cormorant Private Healthcare Fund II, LP – 841,968 shares Cormorant Private Healthcare GP II, LLC – 841,968 shares
Cormorant Asset Management, LP – 1,080,000 shares
Bihua Chen – 1,080,000 shares
|
||
(iii)
|
sole power to dispose or to direct the disposition of
|
|
Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
|
||
(iv)
|
shared power to dispose or to direct the disposition of
|
|
Cormorant Global Healthcare Master Fund, LP – 215,892 shares
Cormorant Global Healthcare GP, LLC – 215,892 shares Cormorant Private Healthcare Fund II, LP – 841,968 shares Cormorant Private Healthcare GP II, LLC – 841,968 shares
Cormorant Asset Management, LP – 1,080,000 shares
Bihua Chen – 1,080,000 shares
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
Exhibits
99.1
|
Exhibit
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange
Commission on May 20, 2019.
|